Lanzatech Global (LNZA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 21, 2025, to increase accessibility and reduce environmental impact.

• Key proposals include director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, and approvals related to financing and capital structure.

• The company recently completed a $40 million Series A Preferred Stock issuance and is seeking further financing of $35–$60 million.

• Board recommends voting in favor of all proposals to enable future financings and maintain Nasdaq listing.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and several amendments to the certificate of incorporation.

• Amendments cover increasing authorized shares, reverse stock split, written consent rights, par value reduction, and approvals for potential change of control and large share issuances under Nasdaq rules.

• Approval of these proposals is required to fulfill obligations under a recent financing agreement and to avoid mandatory redemption of preferred stock.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of nine directors, divided into three classes with staggered three-year terms.

• Two Class II directors (Barbara Byrne and Reyad Fezzani) are nominated for election; one director (Gary Rieschel) is stepping down.

• Majority of directors are independent; board committees include Audit, Compensation, and Nominating and Governance.

• Lead independent director role established; board and committees meet regularly and oversee risk, strategy, and governance.